Registration Statement No. _________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
Registration Statement Under the Securities Act of 1933
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Astro-Med, Inc.
(Exact name of issuer as specified in its charter)
Rhode Island 05-0318215
(State or other jurisdic- (I.R.S. Employer
tion of incorporation) Identification No.)
600 East Greenwich Avenue
West Warwick, Rhode Island
(401) 828-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
1989 Non-Qualified Stock Option Plan as Amended May 28, 1991
(Full title of the Plan)
Joseph P. O'Connell, Vice President, Chief Financial Officer and Treasurer
Astro-Med, Inc.
600 East Greenwich Avenue
West Warwick, RI 02893
(401) 828-4000
(Name, address, including zip code, and telephone
number, including area code, of agent for service
of process)
Copy to:
Margaret D. Farrell, Esq.
Hinckley, Allen & Snyder
1500 Fleet Center
Providence, Rhode Island 02903
(401) 274-2000
If any of the securities being registered on this form are to be offered on a
delay or continuous basis pursuant to Rule 415 under the Securities Act of 1933
check the following box. [x]
Exhibit Index on Page 8
<PAGE>
===============================================================================
CALCULATION OF REGISTRATION FEE
===============================================================================
Title of
Each Class of Proposed Proposed
Securities Amount Maximum Maximum Amount
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(*) Offering Price Fee
- -------------------------------------------------------------------------------
Common Stock 100,000 $8.50 $850,000 $257.58
(par value
$.05)
- -------------------------------------------------------------------------------
(*) Computed pursuant to Rule 457(h) solely for the purpose of determining the
registration fee, based on the average of the high and low prices of the
Registrant's Common Stock as reported by NASDAQ on July 28, 1997.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents heretofore filed by Astro-Med, Inc. (the
"Registrant") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated by reference in this Registration Statement:
(a) The Registrant's latest annual report on Form 10-K, or, if the
financial statements therein are more current, the Registrant's latest
prospectus, other than the prospectus of which this document is a part, filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
"Securities Act").
(b) All other reports filed by the Registrant pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the annual
report or the prospectus referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement filed under Section 12 of the Exchange Act,
including any amendment or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of the shares of Common Stock offered have been sold or which de-registers all
of such shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the validity of the shares of
Common Stock offered hereby have been passed upon for the Registrant by
Hinckley, Allen & Snyder, 1500 Fleet Center, Providence, Rhode Island 02903.
Jacques V. Hopkins, a partner of Hinckley, Allen & Snyder, is a Director of the
Registrant. Margaret D. Farrell, also a partner of Hinckley, Allen & Snyder, is
the Secretary of the Registrant. Attorneys practicing with the firm of Hinckley,
Allen & Snyder collectively own 8,500 shares of the Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 7.1 of the Rhode Island Business Corporation Act authorizes
indemnification of directors and officers of Rhode Island corporations. Article
IX of the Registrant's by-laws (i) authorizes the indemnification of directors
and officers (the "Indemnified Persons") under specified circumstances to the
fullest extent authorized, (ii) provides for the advancement of expenses to the
Indemnified Persons for defending any proceedings related to the specified
circumstances, and (iii) gives the Indemnified Persons the right to bring suit
against the Registrant to enforce the foregoing rights to indemnification and
advancement of expenses. The Registrant currently maintains one or more policies
of insurance under which the directors and officers of Registrant are insured,
within the limits and subject to the limitations of the policies, against
certain expenses in connection with the defense of actions, suits, or
proceedings, and certain liabilities which might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been such directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
A list of the exhibits included as part of this Registration Statement is
set forth in the Exhibit Index which immediately precedes such exhibits and is
hereby incorporated by reference herein.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement (or the most
recent post-effective amendment thereof);
(iii)To include any material information with respect to the plan of
distribution not previously disclosed or any material change to
such information;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf of the undersigned, thereunto duly
authorized, on the 10th day of July, 1997.
ASTRO-MED, INC.
By: /s/ Albert W. Ondis
Albert W. Ondis, Chairman
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned persons does
hereby constitute and appoint Joseph P. O'Connell with full power of
substitution his true and lawful attorney-in-fact and agent for him in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing necessary to be done in order to effectuate the same as
fully, to all intents and purposes, as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ Albert W. Ondis Chairman (Principal July 10, 1997
Albert W. Ondis Executive Officer)
and Director
/s/ Everett V. Pizzuti President (Principal July 10, 1997
Everett V. Pizzuti Operating Officer)
and Director
/s/ Joseph P. O'Connell Vice President and July 10, 1997
Joseph P. O'Connell Treasurer (Principal
Financial Officer)
/s/ Arthur Reine Controller (Principal July 10, 1997
Arthur Reine Accounting Officer)
<PAGE>
/s/ Jacques V. Hopkins Director July 10, 1997
Jacques V. Hopkins
/s/ Hermann Viets Director July 10, 1997
Hermann Viets, Ph.D.
/s/ Neil K. Robertson Director July 10, 1997
Neil K. Robertson
<PAGE>
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
4.1 Articles of Incorporation of
the Registrant, as amended
(filed as Exhibit No. 3A to
the Registrant's report on
Form 10-Q for the quarter ended
August 1, 1992 and by this
reference incorporated herein) N/A
4.2 By-laws of the Registrant, as
amended (filed as Exhibit No. 3B
to the Registrant's report on Form
10-Q for the quarter ended July 30, 1988
and by this reference
incorporated herein) N/A
4.3 1989 Non-Qualified Stock Option Plan
of Registrant 9
5 Opinion of Hinckley, Allen & Snyder 14
23.1 Consent of Arthur Andersen LLP 16
23.2 Consent of Hinckley, Allen &
Snyder (contained in their
opinion filed as Exhibit 5) N/A
Exhibit 4.3
This document constitutes a Prospectus covering securities that have been
registered under the Securities Act of 1933.
ASTRO-MED, INC.
1989 NON-QUALIFIED STOCK OPTION PLAN
(As Amended May 28, 1991)
1. Purpose. The purpose of this 1989 Non-Qualified Stock Option Plan (the
"Plan") is to attract and retain key employees of Astro-Med, Inc. (the
"Company") and to provide them with additional incentive for unusual industry
and efficiency by offering an opportunity to acquire a proprietary stake in the
Company and its future growth. It is the view of the Company that this goal may
best be achieved by granting stock options.
2. Administration. The Plan will be administered by the Board of Directors
of the Company (the "Board"), whose interpretation of the terms and provisions
hereof shall be final and conclusive. Any Director to whom an option is awarded
shall be ineligible to vote upon his or her option, but options may be granted
to any eligible Director by the remainder of the Directors. The Board shall in
its sole discretion grant options to purchase shares of the Company's common
stock and issue shares upon exercise of such options subject to the terms and
conditions hereof. No Director shall be liable for any action or determination
made in good faith.
3. Amount of Stock Subject to Plan. The amount of stock subject to options
which may be granted under this Plan is one hundred thousand (100,000) shares of
the Company's $.05 par value common stock (the "common stock"). If any options
terminate or expire for any reason without having been exercised in full, the
shares not purchased under the options may again be subjected to options granted
under this Plan.
4. Eligibility. Key employees of the Company or any subsidiary shall be
eligible to participate in this Plan, except that Directors who are not full
time officers or employees shall not be eligible to participate. Key employees
shall be those employees, including officers, who are deemed by the Board to be
of primary importance in the operation of the Company's business. The Board may
in its discretion from time to time grant options to any or all eligible
employees to purchase such number of shares as the Board shall determine. As
used in this Plan, the term "subsidiary" has the meaning ascribed to "subsidiary
corporation" by Section 424(f) of the Internal Revenue Code of 1986, as amended
(the "Code").
5. Option Price and Payment. The option price of the shares of common stock
subject to each option will be fixed by the Board but will not be less than
fifty percent (50%) of fair market value of the common stock determined as of
the date of the granting of the option. Upon the exercise of the option, the
option price may be paid in one or more of the following ways, as the Board in
its discretion determines: (i) in full in cash; or (ii) by exchanging other
shares of common stock owned by the owner of such option. The term "fair market
value" shall be deemed to be the mean between the high and low selling prices on
any exchange on which the stock is listed (or over-the-counter if such stock is
not then listed on such exchange), on the date the option is granted or, if no
sale has taken place, the mean between bid and asked prices on such date.
6. Term of Option; Employment Requirement. (a) The term of each option
shall be ten (10) years, or such shorter period as may be determined by the
Board, from the date upon which, by its terms, it becomes exercisable, unless
sooner terminated under the provisions of Paragraph 8 or Paragraph 10 below. All
or part of the shares may be purchased, subject to the provisions of Paragraph 8
below, at any time or from time to time during the term of the option. No option
shall be granted after the termination of this Plan, but options theretofore
granted may be exercised thereafter in accordance with their terms and the
provisions of this Plan.
(b) Except as otherwise permitted under Paragraph 8 in the case of death of
the holder of an option, no option will be exercisable unless at the time of the
exercise of the option: (i) the holder thereof has been continuously employed by
the Company, one or more subsidiaries, or both the Company and one or more
subsidiaries for a period of at least one year, and (ii) the holder thereof is
still employed by the Company or one or more subsidiaries; provided, however,
that if the holder's employment has terminated not more than ninety (90) days
before the exercise of such option under circumstances acceptable to the Board
(whose determination in this regard shall be final and conclusive), then the
option will nevertheless be exercisable during the ninety (90) day period
notwithstanding termination of employment; and provided, further, that if the
holder's employment has terminated not more than one (1) year before the
exercise of such option as a result of the holder becoming disabled (within the
meaning of Section 22(e) (3) of the Code), then the option will nevertheless be
exercisable during such one (1) year period.
(c) Military or sick leave not exceeding ninety (90) days will not be
deemed to interrupt or terminate employment for the purposes of this Paragraph
6. Whether military or sick leave in excess of ninety (90) days or other
authorized leave of absence will be deemed to interrupt or terminate employment
for the purposes of this Paragraph 6 will be determined by the Board whose
determination shall be final and conclusive.
7. Other Terms and Conditions; Waivers. Options will be evidenced by option
agreements in such form and containing such terms and conditions as the Board
may determine (but not inconsistent with the provisions of this Plan) including,
without being limited to, the following:
(a) Each option will be granted on the condition that the purchase of stock
thereunder will be for investment purposes and not with a view to resale or
distribution, except that such condition will be inoperative if the stock
subject to such option is registered under the Securities Act of 1933, as
amended, or if in the opinion of counsel for the Company such stock may be
resold without registration;
(b) No option will be transferable by the holder thereof otherwise than by
will or by the laws of descent and distribution, and such option will be
exercisable during the lifetime of the holder thereof only by the holder; and
(c) The Board, in particular cases, before of after the issuance of stock
options under this Plan, may waive any of the conditions imposed by this Plan
upon the issuance or exercise of options.
8. Termination of Employment Upon Death. In the event an eligible employee
dies while in the employ of the Company or any subsidiary, and at such time such
employee holds options under this Plan, his or her options shall end
automatically six (6) months after such death, unless sooner ended by their
terms. Prior to the expiration of such six (6) month period, during the term of
such options, the executor or administrator of the estate of such eligible
employee shall have the right to exercise any option previously granted to such
employee hereunder.
9. Readjustment of Stock or Recapitalization. Upon any recapitalization or
readjustment of the Company's capital stock whereby the character of the present
common stock shall be changed, appropriate adjustments shall be made so that the
stock to be purchased under this Plan shall be the equivalent of the present
common stock after such readjustment or recapitalization. In the event of a
subdivision or combination of the shares of common stock, the number of shares
that may be optioned and sold to eligible employees under this Plan will be
proportionately increased or decreased and the number of shares which are the
subject of outstanding options and the price therefor will be proportionately
adjusted by the Board and, in case of reclassification or other change in the
common stock, such action will be taken as in the opinion of the Board will be
appropriate under the circumstances. Accordingly, in such cases the maximum
number of authorized but unissued shares, or shares held as treasury stock,
which are subject to this Plan may be adjusted by the Board without stockholder
or any other action.
10. Sale of Assets, Stock Exchange, etc. If the Board recommends that the
Company sell substantially all of its assets, or that the holders of
substantially all of the shares of outstanding stock sell or exchange their
shares to or with any person, firm or corporation, or that the Company merge or
consolidate with another corporation, or that the Company be liquidated and
dissolved, then in any such event, the Board may by notice in writing mailed or
delivered to each holder of an outstanding option set a date (which date shall
be not less than sixty (60) days from the date of mailing or delivering of such
written notice) on or before which such outstanding options may be exercised,
and all such outstanding options which have not been exercised on or before such
date will thereafter expire and be of no further force and effect.
11. Term of the Plan. This Plan shall become effective on the date of its
approval by the stockholders, and subsequent adoption and ratification by the
Board, and shall continue in effect until the expiration of ten (10) years from
the date of such approval by the stockholders unless sooner terminated as
provided herein. The powers of the Board shall continue in effect after the
termination of this Plan, until exercise or expiration of all options then
outstanding.
12. Amendment and Termination. The Board may at any time terminate this
Plan or amend or alter the same as it deems advisable, provided, that no action
of the Board may, except as provided in the Plan, unless duly approved by the
shareholders, (i) increase the maximum number of shares subject to the Plan;
(ii) change the option price; or (iii) extend the period within which options
may be granted. No termination, amendment or alteration of this Plan may,
without the written consent of the holder of an outstanding option, terminate
such outstanding option or materially and adversely affect the rights of the
holder thereof except as hereinbefore provided.
13. Obligation of the Company to Issue Shares. Notwithstanding any other
provision of this Plan, the Company shall not be obligated to issue any shares
pursuant to any stock option unless or until:
(a) the shares with respect to which the option is being exercised have
been registered under the Securities Act of 1933, as amended, or are exempt from
such registration;
(b) the prior approval of such sale or issuance has been obtained from any
state regulatory body having jurisdiction; and
(c) in the event the stock has been listed on any stock exchange, the
shares with respect to which the option is being exercised have been duly listed
on such exchange in accordance with the procedure specified therefor.
14. Delegation. The powers of the Board hereunder may be exercised by any
executive committee or other committee which is duly established by the Board
and to which the powers of the Board hereunder have been delegated.
IN WITNESS WHEREOF, the Company has caused this amended instrument to be
executed by its duly authorized officer as of the 28th day of May, 1991.
ASTRO-MED, INC.
By /s/ A. W. Ondis
Albert W. Ondis
Chairman
(Pursuant to Paragraph 11, this Plan became effective on May 2, 1989, the date
it was approved by stockholders and the date it was adopted and ratified by the
Board.)
Exhibit 5
July 18, 1997
Astro-Med, Inc.
600 East Greenwich Avenue
West Warwick, Rhode Island 02893
RE: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Astro-Med, Inc., a Rhode Island corporation
(the "Company"), in connection with the filing by the Company of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission relating to 100,000 shares of the Company's common stock,
par value $.05 per share (the "Common Stock"), to be issued pursuant to the
Astro-Med, Inc. 1989 Non-Qualified Stock Option Plan, as amended May 28, 1991
(the "Plan").
In connection with this opinion, we have examined the Company's
Articles of Incorporation, the bylaws of the Company, as amended, the
Registration Statement, corporate proceedings of the Company relating to the
issuance of the Common Stock, the Plan and such other instruments and documents
as we have deemed relevant under the circumstances.
In making the aforesaid examination, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies furnished
to us as original or photostatic copies. We have also assumed that the corporate
records furnished to us by the Company include all corporate proceedings
regarding the issuance of the Common Stock taken by the Company to date.
Based upon and subject to the foregoing, we are of the opinion that the
Common Stock which may be issued under the Plan has been duly authorized and
when issued in accordance with the terms of the Plan will be validly issued,
fully paid and non-assessable.
<PAGE>
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement. This opinion is rendered to you in
connection with the Registration Statement, and except as consented to in the
preceding sentence, may not be relied upon or furnished to any other person in
any context. In giving such consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Hinckley, Allen & Snyder
Exhibit 23.1
ARTHUR ANDERSEN LLP
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated March 14, 1997
included in Astro-Med, Inc.'s Form 10-K for the year ended January 31, 1997 and
to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Boston, Massachusetts
July 18, 1997
